EXHIBIT 10.6


             SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
             ----------------------------------------------------

         THIS AGREEMENT is made as of July 18, 2005 by and among BLACKROCK
KELSO CAPITAL CORPORATION, a Delaware corporation (the "Fund"), PFPC INC., a
Massachusetts corporation ("PFPC") which is a subsidiary of The PNC Financial
Services Group, Inc., and BLACKROCK FINANCIAL MANAGEMENT, INC., a Delaware
corporation (the "Administrator") which is also a subsidiary of The PNC
Financial Services Group, Inc.

                             W I T N E S S E T H :

         WHEREAS, the Administrator serves as administrator of the Fund; and

         WHEREAS, the Fund and the Administrator wish to retain PFPC to
provide sub-administration and accounting services provided for herein with
respect to the Fund, and PFPC wishes to furnish such services with respect to
the Fund.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:

1.       Definitions.  As Used in this Agreement:
         ----------------------------------------


         (a)      "Authorized Person" means any officer of the Fund and any
                  other person duly authorized by the Fund to give Oral
                  Instructions or Written Instructions under this Agreement.
                  An Authorized Person's scope of authority may be limited by
                  setting forth such limitation in a written document signed
                  by the Fund and PFPC.


         (b)      "Oral Instructions" means oral instructions received by PFPC
                  from an Authorized Person or from a person reasonably
                  believed by PFPC to be an Authorized Person. PFPC may, in
                  its sole discretion in each separate instance, consider and
                  rely upon instructions it receives from an Authorized Person
                  via electronic mail as Oral Instructions.


         (c)      "Written Instructions" means (i) written instructions signed
                  by an Authorized Person (or a person reasonably believed by
                  PFPC to be an Authorized Person) and received by PFPC or
                  (ii) trade instructions transmitted (and received by PFPC)
                  by means of an electronic transaction reporting system
                  access to which requires use of a password or other
                  authorized identifier.

2.       Appointment. The Fund and the Administrator hereby appoint PFPC to
         provide sub-administration and accounting services with respect to
         the Fund in accordance with the terms set forth in this Agreement.
         PFPC accepts such appointment and agrees to furnish such services.

3.       Compliance with Rules and Regulations. PFPC will comply with the
         requirements of any laws, rules and regulations of governmental
         authorities that are applicable to the duties to be performed by PFPC
         under this Agreement. Except as specifically set forth in this
         Agreement, PFPC assumes no responsibility for compliance by the
         Administrator, the Fund or any other entity with any laws, rules and
         regulations.

4.       Instructions.
         -------------

         (a)      Unless otherwise provided in this Agreement, PFPC shall act
                  only upon Oral Instructions or Written Instructions.

         (b)      PFPC shall be entitled to rely upon any Oral Instruction or
                  Written Instruction it receives from an Authorized Person
                  (or from a person reasonably believed by PFPC to be an
                  Authorized Person) pursuant to this Agreement. PFPC may
                  assume that any Oral Instructions or Written Instructions
                  received hereunder are not in any way inconsistent with the
                  Administrator's obligations to the Fund or with the
                  provisions of organizational documents of the Fund or with
                  any vote, resolution or proceeding of the Fund's board of
                  directors or shareholders, unless and until PFPC receives
                  Written Instructions to the contrary.

         (c)      The Fund agrees to forward to PFPC Written Instructions
                  confirming Oral Instructions so that PFPC receives the
                  Written Instructions by the close of business on the same
                  day that such Oral Instructions are received. The fact that
                  such confirming Written Instructions are not received by
                  PFPC or differ from the Oral Instructions shall in no way
                  invalidate the transactions or enforceability of the
                  transactions authorized by the Oral Instructions or PFPC's
                  ability to rely upon such Oral Instructions.

5.       Right to Receive Advice.
         ------------------------

         (a)      Oral Instructions or Written Instructions. If PFPC is in
                  doubt as to any action it should or should not take, PFPC
                  may request directions or advice, by way of Oral
                  Instructions or Written Instructions.

         (b)      Advice of Counsel. If PFPC shall be in doubt as to any
                  question of law pertaining to any action it should or should
                  not take, PFPC may request advice from counsel of its own
                  choosing (who may be counsel for the Administrator, the
                  Fund, the Fund's sponsor or adviser or PFPC, at the option
                  of PFPC).

         (c)      Conflicting Advice. In the event of a conflict between Oral
                  Instructions or Written Instructions and the advice PFPC
                  receives from counsel, PFPC may rely upon and follow the
                  advice of counsel.

         (d)      Protection of PFPC. PFPC shall be indemnified by the Fund
                  and without liability for any action PFPC takes or does not
                  take in reliance upon Oral Instructions or Written
                  Instructions PFPC receives regarding or relating to the Fund
                  or advice from counsel and which PFPC believes, in good
                  faith, to be consistent with those Oral Instructions or
                  Written Instructions or that advice. Nothing in this section
                  shall be construed so as to impose an obligation upon PFPC
                  (i) to seek such advice or Oral Instructions or Written
                  Instructions, or (ii) to act in accordance with such advice
                  or Oral Instructions or Written Instructions. Nothing in
                  this subsection shall excuse PFPC from liability for its
                  acts or omissions in carrying out such Oral Instructions or
                  Written Instructions to the extent such acts or omissions
                  constitute willful misfeasance, bad faith, negligence or
                  reckless disregard by PFPC of any duties, obligations or
                  responsibilities set forth in this Agreement.

6.       Records; Visits. The books and records pertaining to the Fund, which
         are in the possession or under the control of PFPC, shall be the
         property of the Fund. PFPC may house such books and records in a
         third party storage facility. The Fund, the Administrator and
         Authorized Persons, and such other persons the Fund by means of
         Written Instructions reasonably authorizes (including but not limited
         to the Fund's independent accountants), shall have access to such
         books and records at all times during PFPC's normal business hours;
         provided that the Fund shall not authorize access by any individuals
         employed by PFPC's direct competitors. Upon the reasonable request of
         the Fund or the Administrator, copies of any such books and records
         shall be provided by PFPC to the Fund, the Administrator, an
         Authorized Person, or such other person, at the Fund's expense.

         PFPC shall keep the following records:

         (a)       all books and records with respect to the Fund's books of
                   account; and

         (b)       records of the Fund's securities transactions.

7.       Confidentiality. Each of the Fund and the Administrator shall keep
         confidential any information it receives hereunder relating to PFPC's
         business and PFPC shall keep confidential any information it receives
         hereunder relating to the Fund's business. Confidential information
         shall include (a) any data or information that is competitively
         sensitive material, and not generally known to the public, including,
         but not limited to, information about product plans, marketing
         strategies, finances, operations, customer relationships, customer
         profiles and information, customer lists, sales estimates, business
         plans, and internal performance results relating to the past, present
         or future business activities of the Fund or PFPC; (b) any scientific
         or technical information, design, process, procedure, formula, or
         improvement that is commercially valuable and secret in the sense
         that its confidentiality affords the Fund or PFPC a competitive
         advantage over its competitors; (c) all confidential or proprietary
         concepts, documentation, reports, data, specifications, computer
         software, source code, object code, flow charts, databases,
         inventions, know-how, and trade secrets, whether or not patentable or
         copyrightable; and (d) anything designated as confidential.
         Notwithstanding the foregoing, information shall not be confidential
         information and shall not be subject to the foregoing confidentiality
         obligations if it: (a) is already known to the receiving party at the
         time it is obtained; (b) is or becomes publicly known or available
         through no wrongful act of the receiving party; (c) is rightfully
         received from a third party who, to the best of the receiving party's
         knowledge, is not under a duty of confidentiality; (d) is released by
         the protected party to a third party without restriction; (e) is
         requested or required to be disclosed by the receiving party pursuant
         to a court order, subpoena, governmental or regulatory agency request
         or law (provided the receiving party will provide the other party (in
         the case of disclosure by the Fund or the Administrator the "other
         party" will be PFPC, and in the case of disclosure by PFPC the "other
         party" will be the Fund) written notice of the same, to the extent
         such notice is permitted); (f) is relevant to the defense of any
         claim or cause of action asserted against the receiving party; (g) is
         necessary or desirable for PFPC to release such information in
         connection with the provision of services under this Agreement; or
         (h) has been or is independently developed or obtained by the
         receiving party.

                  PFPC agrees that, subject to the reuse and re-disclosure
         provisions of Regulation S-P, 17 CFR Part 248.11, it shall not
         disclose the non-public personal information of investors in the Fund
         obtained under this Agreement, except as necessary to carry out the
         services set forth in this Agreement or as otherwise permitted by law
         or regulation.

8.       Liaison with Accountants. PFPC shall act as liaison with the Fund's
         independent public accountants and shall provide account analyses,
         fiscal year summaries, and other audit-related schedules with respect
         to the Fund. PFPC shall take all reasonable action in the performance
         of its duties under this Agreement to assure that the necessary or
         appropriate information is made available to such accountants for the
         expression of their opinion, as reasonably requested by the Fund.

9.       PFPC System. PFPC shall retain title to and ownership of any and all
         data bases, computer programs, screen formats, report formats,
         interactive design techniques, derivative works, inventions,
         discoveries, patentable or copyrightable matters, concepts,
         expertise, patents, copyrights, trade secrets, and other related
         legal rights utilized by PFPC in connection with the services
         provided by PFPC with respect to the Fund.

10.      Disaster Recovery. PFPC shall enter into and shall maintain in effect
         with appropriate parties one or more agreements making reasonable
         provisions for emergency use of electronic data processing equipment
         to the extent appropriate equipment is available. In the event of
         equipment failures, PFPC shall, at no additional expense to the Fund
         or the Administrator, take reasonable steps to minimize service
         interruptions. PFPC shall have no liability with respect to the loss
         of data or service interruptions caused by equipment failure,
         provided such loss or interruption is not caused by PFPC's own
         willful misfeasance, bad faith, negligence or reckless disregard of
         its duties or obligations under this Agreement.

11.      Compensation.

         (a)       As compensation for services set forth herein that are
                   rendered by PFPC during the term of this Agreement, the
                   Fund will pay to PFPC a fee or fees as may be agreed to in
                   writing by the Fund and PFPC.

         (b)       The Fund and the Administrator hereby represent and warrant
                   to PFPC that (i) the terms of this Agreement, (ii) the fees
                   and expenses associated with this Agreement, and (iii) any
                   benefits accruing to PFPC or to the Administrator (or any
                   affiliate thereof) or to the adviser or sponsor to the Fund
                   in connection with this Agreement, including but not
                   limited to any fee waivers, conversion cost reimbursements,
                   up front payments, signing payments or periodic payments
                   made or to be made by PFPC to the Administrator (or any
                   affiliate thereof) or to such adviser or sponsor or to any
                   affiliate of the Fund relating to this Agreement have been
                   fully disclosed to the board of directors of the Fund and
                   that, if required by applicable law, such board of
                   directors has approved or will approve the terms of this
                   Agreement, any such fees and expenses, and any such
                   benefits.

12.      Indemnification. The Fund agrees to indemnify, defend and hold
         harmless PFPC and its affiliates (other than the Fund, BlackRock
         Kelso Capital Advisors LLC and BlackRock, Inc. and its subsidiaries,
         to the extent any of the foregoing may be deemed to be affiliates of
         PFPC) including their respective officers, directors, agents and
         employees (each, a "PFPC Indemnified Party") from all taxes, charges,
         expenses, assessments, claims and liabilities (including, without
         limitation, reasonable attorneys' fees and disbursements and
         liabilities arising under applicable securities laws and any state
         and foreign securities and blue sky laws) (collectively, "Losses")
         arising directly or indirectly from any action or omission to act
         which PFPC takes or omits to take in connection with the provision of
         services under this Agreement. No PFPC Indemnified Party shall be
         indemnified against any Losses caused by PFPC's or such PFPC
         Indemnified Party's own willful misfeasance, bad faith, negligence or
         reckless disregard in the performance of PFPC's duties under this
         Agreement. The provisions of this Section 12 shall survive
         termination of this Agreement.

13.      Responsibility of PFPC.

         (a)       PFPC shall be under no duty hereunder to take any action on
                   behalf of the Fund or the Administrator except as
                   specifically set forth herein or as may be specifically
                   agreed to by PFPC, the Fund and the Administrator in a
                   written amendment hereto. PFPC shall be obligated to
                   exercise care and diligence in the performance of its
                   duties hereunder and to act in good faith in performing
                   services provided for under this Agreement. PFPC shall be
                   liable only for any Losses suffered by the Fund arising out
                   of PFPC's performance of or failure to perform its duties
                   under this Agreement and only to the extent such Losses
                   arise out of PFPC's willful misfeasance, bad faith,
                   negligence or reckless disregard of such duties.

         (b)       Notwithstanding anything in this Agreement to the contrary,
                   (i) PFPC shall not be liable for losses, delays, failure,
                   errors, interruption or loss of data occurring directly or
                   indirectly by reason of circumstances beyond its reasonable
                   control, including without limitation acts of God; action
                   or inaction of civil or military authority; public enemy;
                   war; terrorism; riot; fire; flood; sabotage; epidemics;
                   labor disputes; civil commotion; interruption, loss or
                   malfunction of utilities, transportation, computer or
                   communications capabilities; insurrection; elements of
                   nature; or non-performance by a third party (other than
                   employees, officers or affiliates of PFPC (other than the
                   Fund, BlackRock Kelso Capital Advisors LLC and BlackRock,
                   Inc. and its subsidiaries, to the extent any of the
                   foregoing may be deemed to be affiliates of PFPC)); and
                   (ii) PFPC shall not be under any duty or obligation to
                   inquire into and shall not be liable for the validity or
                   invalidity, authority or lack thereof, or truthfulness or
                   accuracy or lack thereof, of any instruction, direction,
                   notice, instrument or other information which PFPC
                   reasonably believes to be genuine. Notwithstanding the
                   foregoing, PFPC shall use commercially reasonable efforts
                   to mitigate the effect of the events enumerated in clause
                   (i) of the preceding sentence, although such efforts shall
                   not impute any liability to PFPC.

         (c)       Notwithstanding anything in this Agreement to the contrary,
                   the Fund and the Administrator hereby acknowledge and agree
                   that (i) PFPC, in the course of providing tax-related
                   services or calculating and reporting portfolio performance
                   hereunder, may rely upon PFPC's interpretation of tax
                   positions or its interpretation of relevant circumstances
                   (as determined by PFPC) in providing such tax services and
                   in determining methods of calculating portfolio performance
                   to be used, and that (ii) PFPC shall not be liable for
                   losses or damages of any kind associated with such reliance
                   except to the extent such loss or damage is substantially
                   due to PFPC's willful misfeasance, bad faith, negligence or
                   reckless disregard in the performance of its duties under
                   this Agreement.

         (d)       Notwithstanding anything in this Agreement to the contrary,
                   without limiting anything in the immediately preceding
                   sub-section (c), the Fund and the Administrator hereby
                   acknowledge and agree that PFPC shall not be found to have
                   been negligent or to have acted with willful misfeasance,
                   bad faith or reckless disregard with respect to losses or
                   damages associated with areas of responsibility that the
                   judiciary, regulators (or other governmental officials) or
                   members of the investment fund industry determine would
                   otherwise apply to PFPC (or similar service providers) and
                   which, as of the date hereof, have yet to be identified by
                   such parties as areas for which PFPC (or any similar
                   service provider) is (or would be) responsible.

         (e)       Notwithstanding anything in this Agreement to the contrary
                   neither PFPC nor its affiliates (not including the Fund,
                   BlackRock Kelso Capital Advisors LLC and BlackRock, Inc.
                   and its subsidiaries, to the extent any of the foregoing
                   may be deemed to be affiliates of PFPC) shall be liable for
                   any consequential, special or indirect losses or damages,
                   whether or not the likelihood of such losses or damages was
                   known by PFPC or its affiliates.

         (f)       Each party shall have a duty to mitigate damages for which
                   any other party to this Agreement may become responsible.

         (g)       Notwithstanding anything in this Agreement to the contrary,
                   the services provided by PFPC do not constitute, nor shall
                   they be construed as constituting, legal advice or the
                   provision of legal services for or on behalf of the
                   Administrator, the Fund or any other person.

         (h)       The provisions of this Section 13 shall survive termination
                   of this Agreement.

14.      Description of Accounting Services on a Continuous Basis.

         PFPC will perform the following accounting services if required with
respect to the Fund:

                   (i)     Journalize investment, capital share and income and
                           expense activities;

                   (ii)    Record investment buy/sell trade tickets when
                           received from the Fund's investment adviser;

                   (iii)   Maintain individual ledgers for investment
                           securities;

                   (iv)    Maintain historical tax lots for each security;

                   (v)     Record and reconcile corporate action activity and
                           all other capital changes;

                   (vi)    Reconcile cash and investment balances of the Fund
                           with the Fund's custodian and provide the Fund's
                           investment adviser with the beginning cash balance
                           available for investment purposes;

                   (vii)   Calculate contractual expenses, including
                           management fees and incentive allocation, as
                           applicable, in accordance with the Fund's
                           investment management agreement;

                   (viii)  Monitor the expense accruals and notify an officer
                           of the Fund of any proposed adjustments;

                   (ix)    Control all disbursements and authorize such
                           disbursements upon Written Instructions;

                   (x)     Calculate capital gains and losses;


                   (xi)    Determine net income;


                   (xii)   Determine applicable foreign exchange gains and
                           losses on payables and receivables;

                   (xiii)  Obtain market quotes and currency exchange rates
                           with respect to the Fund's investments from
                           independent pricing services approved by the Fund's
                           investment adviser, or if such quotes are
                           unavailable, then obtain such prices from the
                           Fund's investment adviser, and in either case
                           calculate the market value of the Fund's
                           investments on a monthly basis in accordance with
                           applicable valuation policies or guidelines
                           provided by the Fund to PFPC (provided PFPC does
                           not inform the Fund that it is unable to comply
                           with such policies or guidelines);

                   (xiv)   Transmit or mail a copy of the portfolio valuation
                           on a monthly basis to the Fund's investment adviser
                           as agreed upon between the Fund and PFPC;

                   (xv)    Arrange for the computation of the net asset value
                           of the Fund on a monthly basis in accordance with
                           the provisions of the Fund's offering memorandum;
                           and

                   (xvi)   As appropriate, compute yields, total return,
                           expense ratios, portfolio turnover rate, and if
                           required, portfolio average dollar-weighted
                           maturity.

15.      Description of Sub-Administration Services on a Continuous Basis.

         PFPC will perform the following sub-administration services if
required with respect to the Fund:

                   (i)     Supply various normal and customary Fund
                           statistical data to the Fund as requested on an
                           ongoing basis;

                   (ii)    Prepare for execution and file the Fund's Federal
                           and state tax returns;

                   (iii)   Coordinate the printing of the Fund's annual
                           shareholder reports;

                   (iv)    Prepare monthly security transaction listings;

                   (v)     Supply certain financial statements, schedules,
                           notes and related financial and supplementary data
                           in connection with the filing of the Fund's annual
                           and quarterly reports on Forms 10-K and 10-Q with
                           the Securities and Exchange Commission, as agreed
                           by PFPC from time to time; and (vi) Monitor the
                           Fund's status as a regulated investment company
                           under Sub-chapter M of the Internal Revenue Code of
                           1986, as amended.

16.      Duration and Termination. This Agreement shall continue until
         terminated by the Fund, the Administrator or PFPC on sixty (60) days'
         prior written notice to the other parties. In the event the Fund or
         the Administrator gives notice of termination, all expenses
         associated with movement (or duplication) of records and materials
         and conversion thereof to a successor service provider (or each
         successive service provider), including expenses incurred after
         termination, will be borne by the Fund and paid by the Fund to PFPC.

17.      Notices. Notices shall be addressed (a) if to PFPC, at 301 Bellevue
         Parkway, Wilmington, Delaware 19809, Attention: President (or such
         other address as PFPC may inform the other parties in writing); (b)
         if to the Fund, at 40 East 52nd Street, New York, NY 10022;
         Attention: Frank Gordon (or such other address as the Fund may inform
         the other parties in writing); (c) if to the Administrator, at 40
         East 52nd Street, New York, NY 10022; Attention: James Kong (or such
         other address as the Administrator may inform the other parties in
         writing); or (d) if to none of the foregoing, at such other address
         as shall have been provided by like notice to the sender of any such
         notice or other communication. If notice is sent by confirming
         facsimile sending device, it shall be deemed to have been given
         immediately. If notice is sent by first-class mail, it shall be
         deemed to have been given three days after it has been mailed. If
         notice is sent by messenger, it shall be deemed to have been given on
         the day it is delivered.

18.      Amendments. This Agreement, or any term hereof, may be changed or
         waived only by written amendment, signed by the party against whom
         enforcement of such change or waiver is sought.

19.      Assignment. PFPC may assign this Agreement to any majority owned
         direct or indirect subsidiary of PFPC or of The PNC Financial
         Services Group, Inc. (other than BlackRock, Inc. and its
         subsidiaries), provided that PFPC gives the Fund and the
         Administrator 30 days' prior written notice of such assignment.

20.      Counterparts. This Agreement may be executed in two or more
         counterparts, each of which shall be deemed an original, but all of
         which together shall constitute one and the same instrument.

21.      Further Actions. Each party agrees to perform such further acts and
         execute such further documents as are necessary to effectuate the
         purposes hereof.

22.      Miscellaneous.

         (a)       No Changes that Materially Affect Obligations.
                   Notwithstanding anything in this Agreement to the contrary,
                   PFPC shall have no responsibility under this Agreement with
                   respect to any modifications made by the Fund to its
                   offering memorandum, registration statement or policies
                   which would affect materially the obligations or
                   responsibilities of PFPC hereunder, without the prior
                   written approval of PFPC (which approval shall not be
                   unreasonably withheld or delayed).

         (b)       No Representations or Warranties. Except as expressly
                   provided in this Agreement, PFPC hereby disclaims all
                   representations and warranties, express or implied, made to
                   the Fund, the Administrator or any other person, including,
                   without limitation, any warranties regarding quality,
                   suitability, merchantability, fitness for a particular
                   purpose or otherwise (irrespective of any course of
                   dealing, custom or usage of trade), of any services or any
                   goods provided incidental to services provided under this
                   Agreement. PFPC disclaims any warranty of title or
                   non-infringement except as otherwise set forth in this
                   Agreement.

         (c)       Entire Agreement. This Agreement embodies the entire
                   agreement and understanding among the parties relating to
                   the subject matter hereof and supersedes all prior
                   agreements and understandings relating to the subject
                   matter hereof, provided that the parties (or, with respect
                   to compensation of PFPC, the Fund and PFPC) may embody in
                   one or more separate documents their agreement, if any,
                   with respect to delegated duties, subsequently agreed upon
                   services, and compensation of PFPC.

         (d)       Captions. The captions in this Agreement are included for
                   convenience of reference only and in no way define or
                   delimit any of the provisions hereof or otherwise affect
                   their construction or effect.

         (e)       Information. The Fund will provide such information and
                   documentation as PFPC may reasonably request in connection
                   with services provided by PFPC with respect to the Fund.

         (f)       Governing Law. This Agreement shall be deemed to be a
                  contract made in Delaware and governed by Delaware law,
                  without regard to principles of conflicts of law.

         (g)       Partial Invalidity. If any provision of this Agreement
                   shall be held or made invalid by a court decision, statute,
                   rule or otherwise, the remainder of this Agreement shall
                   not be affected thereby.

         (h)       Successors and Assigns. This Agreement shall be binding
                   upon and shall inure to the benefit of the parties hereto
                   and their respective successors and permitted assigns.

         (i)       Facsimile Signatures. The facsimile signature of any party
                   to this Agreement shall constitute the valid and binding
                   execution hereof by such party.

         (j)       Customer Identification Program Notice. To help the U.S.
                   government fight the funding of terrorism and money
                   laundering activities, U.S. Federal law requires each
                   financial institution to obtain, verify, and record certain
                   information that identifies each person who initially opens
                   an account with that financial institution on or after
                   October 1, 2003. Certain of PFPC's affiliates are financial
                   institutions, and as a matter of policy PFPC will request
                   (or already has requested) the Fund's name, address and
                   taxpayer identification number or other government-issued
                   identification number, and, if such party is a natural
                   person, that party's date of birth. PFPC may also ask (and
                   may have already asked) for additional identifying
                   information, and PFPC may take steps (and may have already
                   taken steps) to verify the authenticity and accuracy of
                   these data elements.

         (k)       No Third Party Beneficiary. Notwithstanding anything in
                   this Agreement to the contrary, (i) no other entity is
                   intended to be, nor shall it be, a third party beneficiary
                   of this Agreement (except as set forth in Section 12 and
                   Section 13(e) of this Agreement) and (ii) PFPC shall have
                   no liability under or as a result of this Agreement to any
                   third party.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.


                                   PFPC INC.


                                   By:      /s/ Neal J. Andrews
                                            -----------------------------------
                                   Title:   SVP
                                            -----------------------------------


                                   BLACKROCK KELSO CAPITAL CORPORATION


                                   By:      /s/ Frank Gordon
                                            -----------------------------------
                                   Title:   CFO
                                            -----------------------------------




                                   BLACKROCK FINANCIAL MANAGEMENT, INC.


                                    By:     /s/ James Kong
                                            -----------------------------------
                                   Title:   Managing Director
                                            -----------------------------------